SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSON ROBERT LEE /GA/

(Last)

(First)

(Middle)

1233 O.G. SKINNER DRIVE

(Street)

WEST POINT

31833

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Charter Financial Corp [ CHFN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/10/2014		S		300	D	$11.47	130,672	D
Common Stock	12/11/2014		S		1	D	$11.47	130,671	D
Common Stock	12/12/2014		S		9,987	D	$11.203	120,684	D
Common Stock								3,117	I	By Spouse's IRA
Common Stock								11,253	I	As Custodian for Children
Common Stock								28,156	I	By IRA
Common Stock								17,341⁽⁵⁾	I	By ESOP
Common Stock								9,808	I	By 401(k)
Common Stock								114,315	I	By Stock Award II⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$10.89							12/16/2014	12/15/2023	Common Stock	285,789⁽²⁾		285,798⁽²⁾	D
Stock Options	$8.8205							01/27/2014	01/27/2019	Common Stock	92,285⁽³⁾		92,285⁽³⁾	D
Stock Options	$8.179							06/22/2013	06/22/2020	Common Stock	62,355⁽⁴⁾		62,355⁽⁴⁾	D

Explanation of Responses:

1. Shares of restricted stock granted pursuant to the Charter Financial Corporation 2013 Equity Incentive Plan vest at a rate of 20% per year commencing on December 16, 2014.

2. Stock Options granted pursuant to the Charter Financial Corporation 2013 Equity Incentive Plan vest at a rate of 20% per year commencing on December 16, 2014.

3. Stock Options granted pursuant to the 2001 Charter Financial Corporation Stock Option Plan vest in five equal annual installments commencing on January 27, 2014.

4. Stock Options granted pursuant to the 2001 Charter Financial Corporation Stock Option Plan, of which 1,247 options vest in 2013, and the remaining options vest in five equal annual installments commencing on June 22, 2015.

5. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ Robert L. Johnson	12/12/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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